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22.18 22.19 22.20 22.17 Force Majeure " . GENERAL PROVISIONS a) Neither party will be liable for performance delays or for nonperformance due to natural disaster, acts of God, labor disputes, government intervention, or other causes beyond its rea~ sanable control. b) Subparagraph (a) will not apply to failure to pay any amount due hereunder unless such failure results from (i) physical damage to the premises of the party failing to make such pay- ment, or (ti) disruption of banking channels that prevents such payment from being timely made. The relationship between the parties to this Agreement is and shall be that of independent oon~ tractors. It is expressly agreed that nothing in this Agreement shall be construed to create or imply a partnership,joint venture, agency relationship or contract of employment. a) This Agreement may be executed and delivered in separate counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. Any counterpart may comprise one or more duplicates or duplicate signature pages, any of which may be executed by less than all of the parties provided that each party whose execution is required executes at least one of the same. b) A copy of this Agreement or a signature page thereof, executed on behalf of a party and transmitted to the other party by FAX, or in graphical. image fonn by email or other electronic transmission, shall be deemed for all purposes to have been executed and delivered by that party to the other party. c) A photocopy of a fully- or partially-executed original of this Agreement, including for ex- ample a FAX- or graphical-image copy, will be admissible in evidence for all purposes in any proceeding as between the parties to the same extent, if any, as the original. a) The parties have reviewed (and, if applicable, negotiated) this Agreement in its electronic form. They desire to be able to sign the hard-copy version, as well as any Order Form, SOW, exhibit, amendment, or addendum to this Agreement, without having to re-read such document to confinn that no unauthorized changes were made before the final printout. b) Toward that end, by signing and delivering this Agreement and/or any Order Fonn, SOW, exhibit, amendment, or addendum thereto, now or in the future, each party will be deemed to represent to the other that the signing party has not made any change to such document (other than non-substantive changes such as format modifications and correction of typographical er- rors) from the draft(s) originally provided to the other party by the signing party, or vice versa, unless the signing party has expressly called such changes to the other party's attention in writ- ing (e.g., by "redlining" the document or by a comment memo or emait). (Continued on next page) BINDVIEW CUSTOMER AGREEMENT 95-3172 Independent Contractors Execution; Counterparts No Unannounced Modifications to Signature Documents PAGE 31